General sales terms and conditions

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GENERAL TERMS AND CONDITIONS FOR ONLINE SALES CONCERNING THE “TEO BY XIRING” OFFER
Date: 01/01/2013 – Version 1.3

1. Subject - Application - Enforceability

These general terms and conditions for online sales (hereinafter referred to as the “GTCs”) are entered into by and  between INGENICO and any individual or legal entity, (hereinafter referred to as the “Client”) willing to purchase products connected to “Teo by XIRING” (hereinafter referred to as the “Offer”) from INGENICO, via the INGENICO online retail website(s) called the “e-commerce website(s)”.


Any e-commerce order placed with INGENICO via the e-commerce website(s) (hereinafter referred to as the “Order(s)”) implies that the Client shall fully and without reservation abide by these GTCs. The Client represents that it has read and accepted them, notwithstanding any stipulation to the contrary contained in its general purchase conditions or in any other documents or conditions, whatever the time or medium thereof, which shall not be enforceable vis-à-vis INGENICO, unless INGENICO gives its express written agreement to the contrary.


If INGENICO does not rely on any one of these GTCs at any given time, this cannot be construed as a waiver to do so at a later date. In the event that one of the clauses of these GTCs is declared void, non-written, unenforceable or inapplicable, said clause shall be deemed non-written, but cannot affect the validity of these GTCs in their entirety, except in the case of a clause that is decisive for one of the parties. In this case, the parties shall be obliged to negotiate in good faith with a view to replacing this clause with a valid clause reflecting the parties’ initial intention.

2. Description of “Teo by XIRING” Offer

The Offer enables the Client to buy readers for smart cards (microprocessor cards) (hereinafter referred to as the “Product(s)”) via an e-commerce website. The specific description of the Products is given on the e-commerce website in question. The e-commerce website is available in several languages. The Client accepts that all information and discussions that may take place other than the information provided on the e-commerce website in question shall be in French or English. At its choice, INGENICO may agree to communicate in another language, but this shall not constitute a contractual obligation vis-à-vis the Client.


The recommended method for purchasing the Offer can be broken down into two steps:


Step 1: The Client purchases a Product per unit, which allows it to validate that the Product works in its own technical environment.


Step 2: The Client purchases Products either per unit (placing an order for one or more units of Products), or in multiples of twenty (20) units of Products, corresponding to the standard sale unit. The Client may purchase one or more multiples of twenty (20) units of Products from the e-commerce website. The quantities available per Order are specified on the e-commerce website.


The possibility of purchasing one or more multiples of twenty (20) units of Products directly is available in the Offer. However, INGENICO recommends that the Client first purchase one unit of the Products in order to validate the functional aspects.


The Products are designed to work in the technical environments as specified on the e-commerce website and available at http://teobyxiring.com/Teo-by-XIRING-smartcard-reader-Features.aspx upon the date these GTCs were updated. A technical support service (installation of drivers and the reader in the environments cited above only) is included in the Offer and offered to the Client, only for normal use of the Products in the technical environments as specified hereinabove. INGENICO has no support obligation of any kind whatsoever for any use or any environment other than those expressly specified on the e-commerce website, in the section description of the Offer.


At the Client’s request, a personalised technical or integration service covering the Products only is not included in the Offer and in the sale price of the Products, but a separate commercial proposal for such support may be made, billed by INGENICO to the Client specifically. Unless INGENICO gives express written agreement to the contrary, all Orders and exchanges of Products in connection with the after-sales service or technical support shall take place exclusively by the intermediary of the e-commerce website, in the corresponding section via the contact form available at http://teobyxiring.com/Teo-by-XIRING_Contact.aspx. INGENICO shall not process any request or order it receives by any means other than the e-commerce website, that is, by telephone, fax, post or any other means of communication.

INGENICO reserves the right to change the packaging of the Products sold single and in multiples of twenty (20) units of Products at any time and without notice.

3. Rates – Prices –Payment Terms

The rates are those in force on the date on which the Client places the Order. They can be broken down into several parts, which cannot be separated from each other. The value of an Order for Products includes the following elements:


·         The price of the Products as displayed on the Order date.
·         The costs of processing the Order, shipping, carriage and delivery. These costs are calculated according to the destination and the quantity of the Products ordered.

Prices are firm and cannot be revised.

Prices are stated exclusive of taxes. The taxes are those in force on the invoice date, and must be paid by the Client. The amount of VAT, or any other tax, shall, as applicable, be calculated when preparing the final  Order, to be submitted for the Client’s approval before payment, using the information provided by the Client. The total amount of the invoice shall be paid in full in one instalment, by the procedure stated at the end of the Order.

The terms of payment accepted are those proposed when the Order is accepted. They may vary according to the destination and amount of the Order. The Client chooses one term of payment amongst those offered on the e-commerce website and shall accept it without any reservation.

Payment shall be paid in cash upon ordering the Products.

Any duties and taxes connected to importing into a specific country shall be paid by the Client. Where applicable, customs formalities shall be carried out by the transportation operator, which will subsequently bill the Client directly. At this time, the stocks of the Products are located in the European Union. The Client will be responsible for any Order to be delivered to a country outside the European Union and the cost thereof.

4. Term

These GTCs are applicable upon the date of validation of the Order by the Client until the end of the warranty period for the Products purchased.


INGENICO reserves the right to amend these GTCs at any time and without prior notice.


The applicable GTCs are those in force at the time the Client places the Order and can be consulted freely and downloaded from the e-commerce website.

5. Orders

Orders shall be placed by the Client exclusively on the e-commerce website using an electronic order process set up and operated by INGENICO (or under the control of INGENICO). An email sent to INGENICO directly or via a contact form on an INGENICO e-commerce website does not constitute an “e-commerce order”.


INGENICO however reserves the right to make any technical or presentation improvements or modifications to the Products that it considers useful between the Order date and the delivery date.

6. Validity of Electronic Exchanges

INGENICO and the Client agree that the emails they exchange shall have evidential value. The automatic messages sent by INGENICO e-commerce websites are for information purposes only and hold no contractual value.

7. Information at Time of Order

The information provided by the Client and necessary for placing the Order are binding upon it. In the event of any error(s), INGENICO may not be held liable for the consequences and in particular any difficulties in delivering the Products. When such errors cause delivery delays or errors, all costs incurred by INGENICO to reship the Order shall be borne in full by the Client.

8. Territory

The Products offered by INGENICO are valid for certain countries only, in terms of both billing and delivery. A list of the countries is given on the e-commerce website and the Client is required to choose a country during the Order process. Orders placed for countries in which the Products are not sold will be rejected.

9. Conclusion of the Online Sales Agreement

For e-commerce orders, the online sales agreement is concluded through explicit acceptance of these GTCs by the first click by the Client, and a second validation click for the Offer proposed to the Client, and is only complete on receipt of the payments (for an amount corresponding to the total invoice ). For any complaint that may be made, the Client must keep all documents concerning its Order until it is realised in full and until the end of the contractual warranty period for the Products purchased.


INGENICO however reserves the right not to accept an Order, in particular if there is an ongoing dispute with the Client concerning payment for a previous Order.

10. Confirmation of Receipt of Order

To confirm acceptance of the Order, INGENICO shall issue, or make available on the e-commerce website in question, conformation of receipt of the Order as soon as reasonably possible, within fifteen (15) days from receipt of the Order and all documents and information necessary to process the Order, and collection of the corresponding payment. The e-commerce website can list the history of Orders in the personal space of the Client account.

11. Security

The INGENICO e-commerce websites use a secure payment system offered by Ogone (www.ogone.com), or by another service provider, which uses the SSL (Secure Socket Layer) security protocol to encrypt the bank details of each Client.


The access codes (username and password) provided by INGENICO to its Clients in order to access the online services offered on its e-commerce websites are exclusive and non-transferable. INGENICO may at its own decision to suspend these online services to which these codes provide access without notice.


Orders placed through the interactive functions accessed by the Client via these codes are assumed to be placed by it. If these codes are lost, stolen or disclosed, the Client must immediately regenerate the account via the function provided for those who have lost their password to do so, otherwise it must notify INGENICO immediately via the contact form on the e-commerce website in question of the suspension of its codes.


All security measures aim to protect the interests of INGENICO and of Client; INGENICO (directly or through the intermediary of its service providers) however only has a best endeavour obligation to implement systems adapted in view of the risks incurred and the latest technology in this field, and may in no way be bound by an obligation to achieve a specific result.

12. Delivery - Risks

The Products offered by INGENICO can be delivered in the countries chosen by INGENICO. The e-commerce orders placed by the Client for countries in which the Products are not sold shall automatically be rejected by INGENICO (Cf. § 8. Territory).

Deliveries (hereinafter referred to as the “Delivery”) are made franco de port, in a single location expressly agreed in advance, on one or more occasions. Depending on the destination country, the Client may be required to pay customs duties and VAT in addition to the price. Delivery periods are given for information purposes only. Delivery or intervention delays are not justification for cancelling the Order (except if INGENICO has not fulfilled its obligations thirty (30) days after formal notice is sent by the Client by registered post with acknowledgement of receipt, and remains unanswered and if on expiry of this period the Client confirms the cancellation in writing), nor may they give rise to the payment of penalties and/or damages. Even if fixed time periods are accepted in writing, INGENICO is in any case discharged as of right from any undertaking concerning the time periods in the following circumstances:
•  Unexpected technical problems, failings by INGENICO’s suppliers, failings by the transport agent, force majeure,
•  Inaccuracy in or lack of information supplied by Client,
•  Deadline deferred at the Client's request, or
•  Delays connected to customs formalities.


In case of stock shortage, online sales on the e-commerce website will be suspended. Except in exceptional circumstances, whilst online sales are accessible, the stocks of Products are sufficient to fulfil Orders.

The terms of transport and related costs are stated on the e-commerce website, and form an integral part of the Offer. The Client shall accept the conditions without reservation when the online sale agreement is concluded. INGENICO reserves the right to cancel an Order if the transport agent has excessive difficulties in making the Delivery.


The Delivery shall be considered to have been made to the Client at the time of the first attempt to deliver the Order at the address stated on such the  Order. All risks are transferred to the Client as of Delivery. The Client covenants to take out the insurance needed to cover the risks from Delivery until the transfer of ownership (Cf. § 18. Retention of Title). INGENICO can, at its choice, deliver a single Order’s items on one or on more than one occasion.


The Client must verify that the Products have not been damaged during transportation. If an evident anomaly is observed, it can either accept or refuse the Products. In both cases, it must flag such evident anomalies on the transport agent’s delivery slip and notify INGENICO within a period of three (3) days via the contact form or the after-sales support section of the INGENICO e-commerce website in question on which it has placed the Order, and which will acknowledge receipt. If the Client does not provide written reservations, with explanations, within the above-stated period after the Delivery of the Products, the Products will be considered to be compliant with the Order, without prejudice to the Client’s rights under the contractual warranty.

13. Commissioning - Use

Neither the transport agent nor INGENICO shall be responsible for commissioning the Products unless they make a written stipulation to the contrary. In no circumstance shall INGENICO be responsible for preparing the environment necessary for setting up and correct operation of the Products (in particular the electrical connection, installation, integration and maintenance of the software). Additionally, INGENICO will not take responsible for carrying out the administrative formalities that may be required. The Client shall be responsible for all such actions, and at its expense shall sign any subscription contract that may be necessary for the use of some or all of the Products.


The Client undertakes to use the Products in accordance with INGENICO’s indications, and to have all its users follow them, and to take any measures to protect and preserve the data stored on the Products.


The Client shall comply with the standards and national regulations in force and the applicable standards.

14. Complaints – Returns

Any complaint concerning the condition of the Products delivered or concerning the Delivery itself may only be received within a maximum period of eight (8) days after receipt of the Products. All returns must be agreed in advance by INGENICO, which will describe the procedure to be followed to the Client. All returns must be made in the original packaging, in good condition, at the Client’s expense. If the return is accepted, INGENICO may choose to replace the Products, repair the parts recognised to be physically defective or issue a credit note corresponding to the value of the Products returned.

15. Cancellation of the Order

The e-commerce sales model proposed by INGENICO does not allow the cancellation of a completed Order by the Client once the payment step has been finalised on the e-commerce website during the Order process.

16. Contractual Warranty

INGENICO warranties its Products against any manufacturing defect for a period of twelve (12) months from the date of Delivery. This contractual warranty shall be excluded when the defect is due to (i) non-compliant use, (ii) unsuitable storage or transportation conditions or (iii) fault by the Client and/or user.


Except for what is stated in this article, INGENICO does not provide any other warranty, whether implicit or explicit by law, in particular with respect to the suitability of the Products to the needs of the Client or user.


Any request for “after-sales service” shall be made through the e-commerce website in the corresponding section.

17. Industrial and Intellectual Property

The Client acknowledges that, unless otherwise stipulated by INGENICO, all of the intellectual and industrial property rights concerning the Products sold and the services rendered (including without limitation, studies, plans and software programs) are and shall remain the absolute property of INGENICO (or, if applicable, of the third-party holding these rights).


In particular, and unless otherwise agreed by the parties, INGENICO only grants the Client the right to access the software programs developed by INGENICO, whether or not these are integrated in the equipment sold, and to use these for the purposes of its activity, in metropolitan France. This license is granted on a non-exclusive basis, for a period of time equal to the duration of the use of the corresponding Products. The Client only holds the right to reproduce --on a permanent or provisional basis-- said software programs, solely for the purposes of loading, displaying, execution, transmission or storage it is understood that the Client shall be entitled to make a single copy (backup copy) of said software programs on CD-ROMs or on any other medium exclusively for backup purposes. The Client covenants not to copy, disassemble, translate, adapt, modify or decompile all or part of said software programs. The Client is authorized to grant users a sublicense entitling the latter to access said software programs and to use them, for the purposes of their activity. This sublicense shall be granted strictly in the same conditions as the license hereby granted by INGENICO to the Client.


The brand names under which the Products are sold cannot be used by the Client, other than to identify such Products. The Client must not alter or remove the Products’ signs of identification. The Client must not register in its name or cause to be registered the "INGENICO" trademark or any other trademark or any distinctive sign belonging to INGENICO or that could potentially be confused with those of INGENICO, as trademark, company name or trade name.


INGENICO shall be entitled to refer to the existence of its contractual relationship with the Client within the scope of its activities.

18. Retention of Title

INGENICO EXPRESSLY RETAINS THE TITLE ON PRODUCTS DELIVERED UNTIL FULL PAYMENT OF THEIR PRICE, ANY CONNECTED COSTS AND TAXES INCLUDED, any may bring any claim action, including in the event of insolvency proceedings affecting the Client or any other equivalent procedure. The Client expressly waives the right to any clause to the contrary.


The e-commerce sales mode incorporates an explicit transfer of title when the following two conditions are met:


1.       The Client’s Order is completed and the invoice has been paid in full.


2.       INGENICO validates the Order and orders logistical handling and Delivery.

19. Personal Data, Information Technology and Liberties

The acknowledgement and processing of Orders gives rise to the collection and processing of Clients’ personal data. Such Clients have the right of removal and verification, that they can exercise with INGENICO, directly on the e-commerce website on which the Order was placed, using the username and password given by INGENICO.


INGENICO’s e-commerce websites may implement “cookies”. The data in question is not collected for any use other than avoiding the need for the user to re—enter information when using the e-commerce website in question.


The data collected is confidential and INGENICO warranties that it will not transfer it or use it other than within the scope of the processing of Orders and commercial relations with its clients.

20. Limitation of Liability

INGENICO’s total and cumulative liability, whatever the cause thereof and the number of claims, shall be limited to the amount paid by the Client to INGENICO for the Order in question.


INGENICO does not warranty that its Products are exempt from imperfections or hidden bugs. INGENICO undertakes to implement any reasonable means to ensure that the Products function in accordance with current practices and the latest developments of the technologies in question.


In no case may INGENICO be bound to compensate the Client for any indirect loss. The Parties expressly agreed that the following are in particular considered as indirect losses: loss of turnover, profits, contracts or orders, loss of image, loss of data, loss of earnings and any commercial or financial prejudice.


The Client shall be responsible, at its own expense, for complying with all laws and regulations in force in the country in which the Products are used or delivered.

21. Force Majeure

If an event of force majeure occurs (it is expressly agreed that the following in particular constitute cases of force majeure: any governmental decision, strike, riot, war, ban on importing, flood, fire or any other force majeure event as defined by the applicable case law), the party affect must inform the other party by registered post with acknowledgement of receipt within a period of fifteen (15) days from the occurrence of this event and the parties’ obligations shall be suspended for the duration of the force majeure event; no compensation shall be due. If the force majeure event is prolonged for more than three (3) months, the Order in question may be cancelled automatically, without compensation, by either party.

22. Applicable Law

French law  is solely applicable; the provisions of the Vienna Convention on Contracts for the International Sale of Goods are excluded.

23. Competent Courts

SAVE FOR MANDATORY LAWS TO THE CONTRARY, EXCLUSIVE JURISDICTION IS GRANTED TO THE COURTS OF PARIS (FRANCE) TO RESOLVE ANY DISPUTES CONCERNING THESE TERMS OR THE ORDERS GOVERNED BY THEM, SHOULD THE PARTIES FAIL TO REACH AN AMICABLE AGREEMENT TO SAID DISPUTE.

Paris Registered office:Ingenico S.A. with capital of €52,478,742 - 28-32 Boulevard de Grenelle – 75015 Paris (France)
Paris Trade and Companies Register 317 218 758
 
Suresnes office:Ingenico Healthcare/e-ID – 25 Quai Gallieni – 92158 Suresnes Cedex (France)
Tel.+33 (0)1 46 25 80 80 - Fax +33 (0)1 46 25 80 20 - www.xiring.com